EX-99.1 2 a17-4526_1ex99d1.htm EX-99.1

Exhibit 99.1

NEWS

VEECO REPORTS FOURTH QUARTER AND FISCAL YEAR 2016 FINANCIAL RESULTS

Fourth Quarter 2016 Highlights

· Revenues of $93.6 million

· GAAP net loss per share of $0.13 and Non-GAAP earnings per share of $0.09

· Non-GAAP adjusted EBITDA of $6.2 million

Full Year 2016 Highlights

· Revenues of $332.5 million

· GAAP net loss per share of $3.11 and Non-GAAP net loss per share of $0.29

· Non-GAAP adjusted EBITDA of $4.2 million

Plainview, N.Y., February 16, 2017 — Veeco Instruments Inc. (Nasdaq: VECO) announced financial results for its fourth quarter and fiscal year ended December 31, 2016. Results are reported in accordance with U.S. generally accepted accounting principles (“GAAP”) and are also reported adjusting for certain items (“Non-GAAP”).

A reconciliation between GAAP and Non-GAAP operating results is provided at the end of this press release.

U.S. Dollars in millions, except per share data

|  | 4 th Quarter |  | Full Year |
GAAP Results |  | Q4 ‘16 |  | Q4 ‘15 |  | 2016 |  | 2015 |
Revenue |  | $ | 93.6 |  | $ | 106.5 |  | $ | 332.5 |  | $ | 477.0 |
Net income (loss) |  | $ | (5.0 | ) | $ | (9.8 | ) | $ | (122.2 | ) | $ | (32.0 | )
Diluted earnings (loss) per share |  | $ | (0.13 | ) | $ | (0.25 | ) | $ | (3.11 | ) | $ | (0.80 | )

|  | 4 th Quarter |  | Full Year |
Non-GAAP Results |  | Q4 ‘16 |  | Q4 ‘15 |  | 2016 |  | 2015 |
Net income (loss) |  | $ | 3.8 |  | $ | 0.6 |  | $ | (11.3 | ) | $ | 22.1 |
Adjusted EBITDA |  | $ | 6.2 |  | $ | 4.4 |  | $ | 4.2 |  | $ | 41.7 |
Diluted earnings (loss) per share |  | $ | 0.09 |  | $ | 0.01 |  | $ | (0.29 | ) | $ | 0.54 |

“Veeco’s fourth quarter financial results marked a strong finish to a challenging year. Revenues increased by 9% and adjusted EBITDA more than doubled sequentially over the prior quarter. We improved gross margins for the third consecutive year, delivering on our objective to achieve gross margins of 40% or better. Our performance demonstrates solid operational execution and underscores our focus on improving through-cycle profitability,” commented John R. Peeler, Chairman and Chief Executive Officer.

“Entering 2017, we are seeing healthy LED industry dynamics and positive business momentum. We closed an exclusive, multi-year agreement with OSRAM Opto Semiconductors GmbH to supply Metal Organic Chemical Vapor Deposition (“MOCVD”) and Precision Surface Processing (“PSP”) systems for their new high volume LED production facility in Kulim. We made significant progress in growing our Advanced Packaging business, increasing sales into the Advanced Packaging, MEMS & RF markets by ~10% year over year. In addition, our recently announced agreement to acquire Ultratech will establish Veeco as a leading equipment supplier to the Advanced Packaging industry. We are excited by this proposed combination, which is expected to increase our scale, diversify our revenue and provide a stable platform to drive long-term shareholder value. The transaction is subject to regulatory clearance and approval by Ultratech’s stockholders and is expected to close in the second quarter,” Mr. Peeler concluded.

Guidance and Outlook

The following guidance is provided for Veeco’s first quarter 2017:

· Revenue is expected to be in the range of $85 million to $100 million

· Adjusted EBITDA is expected to be in the range of $5 million to $11 million

· GAAP earnings (loss) per share are expected to be in the range of ($0.28) to ($0.12) and includes a pre-tax interest expense estimated to be ~$4 million associated with the 2023 Convertible Notes

· Non-GAAP earnings per share are expected to be in the range of $0.00 to $0.16 and includes a pre-tax interest expense estimated to be ~$2 million associated with the 2023 Convertible Notes

Please refer to the tables at the end of this press release for further details.

Conference Call Information

A conference call reviewing these results has been scheduled for today, February 16, 2017 starting at 5:00pm ET. To join the call, dial 877-741-4245 (toll free) or 719-325-4942 and use passcode 2499397. The call will also be webcast live on the Veeco website at ir.veeco.com. A replay of the webcast will be made available on the Veeco website beginning at 8:00pm ET this evening. We will post an accompanying slide presentation to our website prior to the beginning of the call.

About Veeco

Veeco’s process equipment solutions enable the manufacture of LEDs, displays, power electronics, compound semiconductors, hard disk drives, semiconductors, MEMS and wireless chips. We are the leader in MOCVD, MBE, Ion Beam, Wet Etch single wafer processing and other advanced thin film process technologies. Our high performance systems drive innovation in energy efficiency, consumer electronics and network storage and allow our customers to maximize productivity and achieve lower cost of ownership. For information on our company, products and worldwide service and support, please visit www.veeco.com.

Additional Information and Where to Find It

In connection with the proposed acquisition of Ultratech (“Ultratech”) by Veeco (“Veeco”) pursuant to the terms of an Agreement and Plan of Merger by and among Ultratech, Veeco and Merger Sub, Veeco will file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (the “Form S-4”) that will contain a proxy statement of Ultratech and a prospectus of Veeco, which proxy statement/prospectus will be mailed or otherwise disseminated to Ultratech’s stockholders when it becomes available. Investors are urged to read the proxy statement/prospectus (including all amendments and supplements) because they will contain important information. Investors may obtain free copies of the proxy statement/prospectus when it becomes available, as well as other filings containing information about Veeco and Ultratech, without charge, at the SEC’s Internet site (http://www.sec.gov). Copies of these documents may also be obtained for free from the companies’ web sites at www.Veeco.com or www.Ultratech.com.

Participants in Solicitation

Veeco, Ultratech and their respective officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Ultratech in connection with the proposed transaction. Information about Veeco’s executive officers and directors is set forth in its Annual Report on Form 10-K, which was filed with the SEC on February 25, 2016 and its proxy statement for its 2016 annual meeting of stockholders, which was filed with the SEC on March 22, 2016. Information about Ultratech’s executive officers and directors is set forth in its Annual Report on Form 10-K, which was filed with the SEC on February 26, 2016, Amendment No. 1 to its Annual Report on Form 10-K, which was filed with the SEC on April 22, 2016, and the proxy statements for its 2016 annual meeting of stockholders, which were filed with the SEC on June 10, 2016 and June 13, 2016. Investors may obtain more detailed information regarding the direct and indirect interests of the Veeco, Ultratech and their respective executive officers and directors in the acquisition by reading the preliminary and definitive proxy statement/prospectus regarding the transaction, which will be filed with the SEC.

2

Forward-Looking Statements

This written communication also contains forward-looking statements that involve risks and uncertainties concerning Veeco’s proposed acquisition of Ultratech, Ultratech’s and Veeco’s expected financial performance, as well as Ultratech’s and Veeco’s strategic and operational plans. Actual events or results may differ materially from those described in this written communication due to a number of risks and uncertainties. The potential risks and uncertainties include, among others, the possibility that Ultratech may be unable to obtain required stockholder approval or that other conditions to closing the transaction may not be satisfied, such that the transaction will not close or that the closing may be delayed; the reaction of customers to the transaction; general economic conditions; the transaction may involve unexpected costs, liabilities or delays; risks that the transaction disrupts current plans and operations of the parties to the transaction; the ability to recognize the benefits of the transaction; the amount of the costs, fees, expenses and charges related to the transaction and the actual terms of any financings that will be obtained for the transaction; the outcome of any legal proceedings related to the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement. In addition, please refer to the documents that Veeco and Ultratech file with the SEC on Forms 10-K, 10-Q and 8-K. The filings by Veeco and Ultratech identify and address other important factors that could cause its financial and operational results to differ materially from those contained in the forward-looking statements set forth in this written communication.

All forward-looking statements speak only as of the date of this written communication nor, in the case of any document incorporated by reference, the date of that document. Neither Veeco nor Ultratech is under any duty to update any of the forward-looking statements after the date of this written communication to conform to actual results.

-financial tables attached-

Veeco Contacts: |
Investors: |  | Media:
Shanye Hudson 516-677-0200 x1272 |  | Jeffrey Pina 516-677-0200 x1222
shudson@veeco.com |  | jpina@veeco.com

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

|  | Three months ended December 31, |  | For the year ended December 31, |
|  | 2016 |  | 2015 |  | 2016 |  | 2015 |
Net sales |  | $ | 93,609 |  | $ | 106,543 |  | $ | 332,451 |  | $ | 477,038 |
Cost of sales |  | 57,601 |  | 67,757 |  | 199,593 |  | 299,797 |
Gross profit |  | 36,008 |  | 38,786 |  | 132,858 |  | 177,241 |
Operating expenses, net: |  |  |  |  |  |  |  |  |
Research and development |  | 17,471 |  | 20,639 |  | 81,016 |  | 78,543 |
Selling, general, and administrative |  | 19,412 |  | 21,036 |  | 77,642 |  | 90,188 |
Amortization of intangible assets |  | 3,434 |  | 5,802 |  | 19,219 |  | 27,634 |
Restructuring |  | 1,646 |  | 1,170 |  | 5,640 |  | 4,679 |
Asset impairment |  | (142 | ) | — |  | 69,520 |  | 126 |
Other, net |  | (660 | ) | 98 |  | 223 |  | (697 | )
Total operating expenses, net |  | 41,161 |  | 48,745 |  | 253,260 |  | 200,473 |
Operating income (loss) |  | (5,153 | ) | (9,959 | ) | (120,402 | ) | (23,232 | )
Interest income, net |  | 245 |  | 145 |  | 958 |  | 586 |
Income (loss) before income taxes |  | (4,908 | ) | (9,814 | ) | (119,444 | ) | (22,646 | )
Income tax expense |  | 90 |  | (26 | ) | 2,766 |  | 9,332 |
Net income (loss) |  | $ | (4,998 | ) | $ | (9,788 | ) | $ | (122,210 | ) | $ | (31,978 | )
Income (loss) per common share: |  |  |  |  |  |  |  |  |
Basic |  | $ | (0.13 | ) | $ | (0.25 | ) | $ | (3.11 | ) | $ | (0.80 | )
Diluted |  | $ | (0.13 | ) | $ | (0.25 | ) | $ | (3.11 | ) | $ | (0.80 | )
Weighted average number of shares: |  |  |  |  |  |  |  |  |
Basic |  | 39,267 |  | 39,794 |  | 39,340 |  | 39,742 |
Diluted |  | 39,267 |  | 39,794 |  | 39,340 |  | 39,742 |

4

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands)

|  | December 31, 2016 |  | December 31, 2015 |
Assets |  |  |  |  |
Current assets: |  |  |  |  |
Cash and cash equivalents |  | $ | 277,444 |  | $ | 269,232 |
Short-term investments |  | 66,787 |  | 116,050 |
Accounts receivable, net |  | 58,020 |  | 49,524 |
Inventories |  | 77,063 |  | 77,469 |
Deferred cost of sales |  | 6,160 |  | 2,100 |
Prepaid expenses and other current assets |  | 16,034 |  | 22,760 |
Assets held for sale |  | — |  | 5,000 |
Total current assets |  | 501,508 |  | 542,135 |
Property, plant and equipment, net |  | 60,646 |  | 79,590 |
Intangible assets, net |  | 58,378 |  | 131,674 |
Goodwill |  | 114,908 |  | 114,908 |
Deferred income taxes |  | 2,045 |  | 1,384 |
Other assets |  | 21,047 |  | 21,098 |
Total assets |  | $ | 758,532 |  | $ | 890,789 |
Liabilities and stockholders’ equity |  |  |  |  |
Current liabilities: |  |  |  |  |
Accounts payable |  | $ | 22,607 |  | $ | 30,074 |
Accrued expenses and other current liabilities |  | 33,201 |  | 49,393 |
Customer deposits and deferred revenue |  | 85,022 |  | 76,216 |
Income taxes payable |  | 2,311 |  | 6,208 |
Current portion of long-term debt |  | 368 |  | 340 |
Total current liabilities |  | 143,509 |  | 162,231 |
Deferred income taxes |  | 13,199 |  | 11,211 |
Long-term debt |  | 826 |  | 1,193 |
Other liabilities |  | 6,403 |  | 1,539 |
Total liabilities |  | 163,937 |  | 176,174 |
Total stockholders’ equity |  | 594,595 |  | 714,615 |
Total liabilities and stockholders’ equity |  | $ | 758,532 |  | $ | 890,789 |

5

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in thousands, except per share amounts)

(unaudited)

|  |  |  | Non-GAAP Adjustments |  |  |
Three months ended December 31, 2016 |  | GAAP |  | Share-based Compensation |  | Amortization |  | Other |  | Non-GAAP |
Net sales |  | $ | 93,609 |  |  |  |  |  |  |  | $ | 93,609 |
Gross profit |  | 36,008 |  | 316 |  |  |  | 362 |  | 36,686 |
Gross margin |  | 38.5 | % |  |  |  |  |  |  | 39.2 | %
Research and development |  | 17,471 |  | (292 | ) |  |  |  |  | 17,179 |
Selling, general, and administrative and Other |  | 18,752 |  | (2,971 | ) |  |  | (44 | ) | 15,737 |
Net income (loss) |  | (4,998 | ) | 3,579 |  | 3,434 |  | 1,740 |  | 3,755 |
Income (loss) per common share: |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | (0.13 | ) |  |  |  |  |  |  | $ | 0.09 |
Diluted |  | (0.13 | ) |  |  |  |  |  |  | 0.09 |
Weighted average number of shares: |  |  |  |  |  |  |  |  |  |  |
Basic |  | 39,267 |  |  |  |  |  |  |  | 39,579 |
Diluted |  | 39,267 |  |  |  |  |  |  |  | 39,990 |

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

Three months ended December 31, 2016 |  |  |
Asset impairment |  | (142 | )
Restructuring |  | 1,646 |
Acquisition related |  | 44 |
Accelerated depreciation |  | 362 |
ALD liquidation |  | (429 | )
Non-GAAP tax adjustment * |  | 259 |
Total Other |  | 1,740 |

* - The ‘with or without’ method is utilized to determine the income tax effect of all non-GAAP adjustments.

These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

6

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in thousands, except per share amounts)

(unaudited)

|  |  |  | Non-GAAP Adjustments |  |  |
Three months ended December 31, 2015 |  | GAAP |  | Share-based Compensation |  | Amortization |  | Other |  | Non-GAAP |
Net sales |  | $ | 106,543 |  |  |  |  |  |  |  | $ | 106,543 |
Gross profit |  | 38,786 |  | 393 |  |  |  |  |  | 39,179 |
Gross margin |  | 36.4 | % |  |  |  |  |  |  | 36.8 | %
Research and development |  | 20,639 |  | (1,292 | ) |  |  |  |  | 19,347 |
Selling, general, and administrative and Other |  | 21,134 |  | (2,277 | ) |  |  | (188 | ) | 18,669 |
Net income (loss) |  | (9,788 | ) | 3,962 |  | 5,802 |  | 598 |  | 574 |
Income (loss) per common share: |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | (0.25 | ) |  |  |  |  |  |  | $ | 0.01 |
Diluted |  | (0.25 | ) |  |  |  |  |  |  | 0.01 |
Weighted average number of shares: |  |  |  |  |  |  |  |  |  |  |
Basic |  | 39,794 |  |  |  |  |  |  |  | 40,644 |
Diluted |  | 39,794 |  |  |  |  |  |  |  | 40,731 |

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

Three months ended December 31, 2015 |  |  |
Restructuring |  | 1,170 |
Acquisition related |  | 188 |
Non-GAAP tax adjustment * |  | (760 | )
Total Other |  | 598 |

* - The ‘with or without’ method is utilized to determine the income tax effect of all non-GAAP adjustments.

These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

7

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP Net Income (loss) to Adjusted EBITDA

(in thousands)

(unaudited)

|  |  | Three months ended December 31, |
|  |  | 2016 |  | 2015 |
GAAP Net income (loss) |  |  | $ | (4,998 | ) | $ | (9,788 | )
Share-based compensation |  |  | 3,579 |  | 3,962 |
Amortization |  |  | 3,434 |  | 5,802 |
Asset impairment |  |  | (142 | ) | — |
Restructuring |  |  | 1,646 |  | 1,170 |
Acquisition related |  |  | 44 |  | 188 |
Accelerated depreciation |  |  | 362 |  | — |
ALD liquidation |  |  | (429 | ) | — |
Interest income |  |  | (245 | ) | (145 | )
Depreciation |  |  | 2,845 |  | 3,282 |
Income tax expense (benefit) |  |  | 90 |  | (26 | )
Adjusted EBITDA |  |  | $ | 6,186 |  | $ | 4,445 |

This table includes financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

8

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in thousands, except per share amounts)

(unaudited)

|  |  |  | Non-GAAP Adjustments |  |  |
For the year ended December 31, 2016 |  | GAAP |  | Share-based Compensation |  | Amortization |  | Other |  | Non-GAAP |
Net sales |  | $ | 332,451 |  |  |  |  |  |  |  | $ | 332,451 |
Gross profit |  | 132,858 |  | 1,956 |  |  |  | 716 |  | 135,530 |
Gross margin |  | 40.0 | % |  |  |  |  |  |  | 40.8 | %
Research and development |  | 81,016 |  | (3,324 | ) |  |  |  |  | 77,692 |
Selling, general, and administrative and Other |  | 77,866 |  | (10,433 | ) |  |  | (1,537 | ) | 65,896 |
Net income (loss) |  | (122,210 | ) | 15,713 |  | 19,219 |  | 75,954 |  | (11,324 | )
Income (loss) per common share: |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | (3.11 | ) |  |  |  |  |  |  | $ | (0.29 | )
Diluted |  | (3.11 | ) |  |  |  |  |  |  | (0.29 | )
Weighted average number of shares: |  |  |  |  |  |  |  |  |  |  |
Basic |  | 39,340 |  |  |  |  |  |  |  | 39,340 |
Diluted |  | 39,340 |  |  |  |  |  |  |  | 39,340 |

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

For the year ended December 31, 2016 |  |  |  |  |  |  |  |  |  |  |
Asset impairment |  |  |  |  |  |  |  |  |  | 69,520 |
Restructuring |  |  |  |  |  |  |  |  |  | 5,640 |
Acquisition related |  |  |  |  |  |  |  |  |  | 232 |
Accelerated depreciation |  |  |  |  |  |  |  |  |  | 716 |
Pension termination |  |  |  |  |  |  |  |  |  | 1,305 |
ALD liquidation |  |  |  |  |  |  |  |  |  | (429 | )
Non-GAAP tax adjustment * |  |  |  |  |  |  |  |  |  | (1,030 | )
Total Other |  |  |  |  |  |  |  |  |  | 75,954 |

* - The ‘with or without’ method is utilized to determine the income tax effect of all non-GAAP adjustments.

These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

9

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in thousands, except per share amounts)

(unaudited)

|  |  |  | Non-GAAP Adjustments |  |  |
For the year ended December 31, 2015 |  | GAAP |  | Share-based Compensation |  | Amortization |  | Other |  | Non-GAAP |
Net sales |  | $ | 477,038 |  |  |  |  |  |  |  | $ | 477,038 |
Gross profit |  | 177,241 |  | 2,495 |  |  |  | 1,311 |  | 181,047 |
Gross margin |  | 37.2 | % |  |  |  |  |  |  | 38.0 | %
Research and development |  | 78,543 |  | (4,031 | ) |  |  |  |  | 74,512 |
Selling, general, and administrative and Other |  | 89,491 |  | (11,474 | ) |  |  | (958 | ) | 77,059 |
Net income (loss) |  | (31,978 | ) | 18,000 |  | 27,634 |  | 8,408 |  | 22,064 |
Income (loss) per common share: |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | (0.80 | ) |  |  |  |  |  |  | $ | 0.54 |
Diluted |  | (0.80 | ) |  |  |  |  |  |  | 0.54 |
Weighted average number of shares: |  |  |  |  |  |  |  |  |  |  |
Basic |  | 39,742 |  |  |  |  |  |  |  | 40,759 |
Diluted |  | 39,742 |  |  |  |  |  |  |  | 40,905 |

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

For the year ended December 31, 2015 |  |  |  |  |  |  |  |  |  |  |
Restructuring |  |  |  |  |  |  |  | 4,679 |
Acquisition related - PSP inventory fair value step-up |  |  |  |  |  |  |  |  | 1,311 |
Acquisition related |  |  |  |  |  |  |  |  | 563 |
Asset Impairment |  |  |  |  |  |  |  |  |  | 126 |
One-time legal settlement |  |  |  |  |  |  |  |  |  | 395 |
Non-GAAP tax adjustment * |  |  |  |  |  |  |  |  |  | 1,334 |
Total Other |  |  |  |  |  |  |  |  |  | 8,408 |

* - The ‘with or without’ method is utilized to determine the income tax effect of all non-GAAP adjustments.

These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

10

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP Net Income (loss) to Adjusted EBITDA

(in thousands)

(unaudited)

|  |  |  |  |  | For the year ended December 31, |
|  |  |  |  |  | 2016 |  | 2015 |
GAAP Net income (loss) |  |  |  |  |  | $ | (122,210 | ) | $ | (31,978 | )
Share-based compensation |  |  |  |  |  | 15,713 |  | 18,000 |
Amortization |  |  |  |  |  | 19,219 |  | 27,634 |
Asset impairment |  |  |  |  |  | 69,520 |  | 126 |
Restructuring |  |  |  |  |  | 5,640 |  | 4,679 |
Acquisition related - PSP inventory fair value step-up |  |  |  |  |  | — |  | 1,311 |
Acquisition related |  |  |  |  |  | 232 |  | 563 |
One-time legal settlement |  |  |  |  |  | — |  | 395 |
Accelerated depreciation |  |  |  |  |  | 716 |  | — |
ALD liquidation |  |  |  |  |  | (429 | ) | — |
Pension termination |  |  |  |  |  | 1,305 |  | — |
Interest income |  |  |  |  |  | (958 | ) | (586 | )
Depreciation |  |  |  |  |  | 12,714 |  | 12,216 |
Income tax expense (benefit) |  |  |  |  |  | 2,766 |  | 9,332 |
Adjusted EBITDA |  |  |  |  |  | $ | 4,228 |  | $ | 41,692 |

This table includes financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

11

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in millions, except per share amounts)

(unaudited)

|  |  |  |  |  |  |  | Non-GAAP Adjustments |  |  |  |  |  |  |
Guidance for the three months ended March 31, 2017 |  | GAAP |  | Share-based Compensation |  | Amortization |  | Other |  | Non-GAAP |
Net sales |  | $ | 85 |  | - |  | $ | 100 |  |  |  |  |  |  |  | $ | 85 |  | - |  | $ | 100 |
Gross profit |  | 32 |  | - |  | 39 |  | 1 |  | - |  | 0 |  | 33 |  | - |  | 40 |
Gross margin |  | 37% |  | - |  | 39% |  |  |  |  |  |  |  | 38% |  | - |  | 40% |
Net income (loss) |  | $ | (11) |  | - |  | $ | (5) |  | 4 |  | 3 |  | 4 |  | $ | 0 |  | - |  | $ | 6 |
Income (loss) per diluted common share |  | $ | (0.28) |  | - |  | $ | (0.12) |  |  |  |  |  |  |  | $ | 0.00 |  | - |  | $ | 0.16 |
Weighted average number of shares |  | 39 |  |  |  | 39 |  |  |  |  |  |  |  | 40 |  |  |  | 40 |

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP Net Income (loss) to Adjusted EBITDA

(in millions)

(unaudited)

Guidance for the three months ended March 31, 2017 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
GAAP Net income (loss) |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | (11 | ) | - |  | $ | (5 | ) |
Share-based compensation |  |  |  |  |  |  |  |  |  |  |  |  |  | 4 |  | - |  | 4 |  |
Amortization |  |  |  |  |  |  |  |  |  |  |  |  |  | 3 |  | - |  | 3 |  |
Restructuring |  |  |  |  |  |  |  |  |  |  |  |  |  | 2 |  | - |  | 2 |  |
Acquisition related expense |  |  |  |  |  |  |  |  |  |  |  |  |  | 2 |  | - |  | 2 |  |
Interest (income) expense |  |  |  |  |  |  |  |  |  |  |  |  |  | 4 |  | - |  | 4 |  |
Depreciation |  |  |  |  |  |  |  |  |  |  |  |  |  | 3 |  | - |  | 3 |  |
Income tax expense (benefit) * |  |  |  |  |  |  |  |  |  |  |  |  |  | (2 | ) | - |  | (2 | ) |
Adjusted EBITDA |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 5 |  | - |  | $ | 11 |  |

Note: Amounts may not calculate precisely due to rounding.

* - The ‘with or without’ method is utilized to determine the income tax effect of all non-GAAP adjustments.

These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

12